28/04/2011
In the previous Shareholder Bulletin (issued via the ReGen Therapeutics Limited (“RGTL”) website e-mail alert system on 4th April 2011) I asked for feedback from shareholders with regard to their interest in attending an RGTL ‘Update Meeting’ during the next few months – a suggestion made to me by a few shareholders at, and since, the AGM held prior to the recent demerger of the ReGen business (the “Demerger”).
As of the date of this Bulletin, I have received eight replies from shareholders, seven in favour and one against. The seven in favour (where holdings were declared) represent approximately 6-7% of RGTL shares currently in issue.
Another proposal that has also been made to me by several shareholders is the appointment of a shareholder as a Non-Executive Director (“NED”).
I have now sought clarification from our legal advisers (Bird & Bird LLP) as to our constraints and obligations with regard to the above proposals and I have myself considered their benefit to RGTL and its shareholders.
Update Meeting
- Clearly for any RGTL Update Meeting to be meaningful for shareholders, I will need to be able to discuss the 2010 Colostrinin™ sales figures.
- Notwithstanding the Demerger, the 2010 Colostrinin™ sales figures remain part of the results of Alexander David Investments PLC (“ADI”) for the year ended 31 December 2010. These results are currently being audited and are expected to be announced by ADI before the end of June 2011. The exact timing of announcement will be determined by the audit process and ultimately by ADI. Until then, I am not able to comment on the Colostrinin™ sales figures.
- As soon as the ADI results are announced, RGTL can hold an Update Meeting to review the business (including the sales of Colostrinin™ in 2010).
Appointment of a NED
- In accordance with current legislation applicable to RGTL and in general terms, a NED can be appointed by unanimous agreement of the RGTL Board (i.e. myself and Norman Lott) or with the approval of shareholders at a General Meeting.
- Any Board appointment would however need the prior consent of ADI as without such consent their loan to us would become due and repayable on demand.
My Conclusions
- Our first Update Meeting for RGTL shareholders will be held as soon as possible after ADI results have been announced. It would not, in my view, be in the best interests of all shareholders to hold a meeting prior to this due to the financial and time costs of doing so together with the restrictions on what I could discuss at that time.
The Update Meeting will be held on a weekday in London (probably at the offices of Bird & Bird LLP offices in Fetter Lane). Details will be formally announced via this e-mail alert system to avoid the costs of printing and posting a notification.
- A NED is not required for such a small business nor do the management resources and costs justify such an appointment. Any significant decisions about the Company e.g. a takeover or a listing on AiM or some other stock exchange would in any event need to be referred to shareholders. I very much hope that my commitment to an increased level of communication between the Board and shareholders will be sufficient in keeping you updated regularly.
Whilst I am, of course, prepared to discuss my position on this further and informally at the Update Meeting – it is now time to re-focus on growing the business.
Tim Shilton
Chief Executive Officer